Exhibit b
Amended and Restated By-Laws
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AETNA SERIES FUND, INC.
AMENDED AND RESTATED BY-LAWS
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. ANNUAL MEETINGS. An Annual Meeting of Shareholders shall be
held in those years in which it is required under the Investment Company Act of
1940 or at such times as approved by the Board of Directors. At such annual
meeting, any other proper business within the power of shareholders may be
transacted.
Section 2. SPECIAL MEETINGS. Special meetings of Shareholders may be
called by the President or by the Board of Directors; and shall be called by the
President, Secretary or any Director at the request in writing of the holders of
not less than 10% of the outstanding voting shares of the capital stock of the
Corporation (hereinafter, the outstanding voting shares of the capital stock of
the Corporation are referred to as "Shares"). Any such request shall state the
purposes of the proposed meeting.
Section 3. PLACE OF MEETINGS. All meetings of the Shareholders shall be
held at the office of the Corporation in Hartford, Connecticut, or at such other
place within or without the State of Maryland as may be fixed by the party or
parties making the call as stated in the notice thereof.
Section 4. NOTICE. Not less than ten or more than ninety days before the
date of every Annual or Special Meeting of Shareholders the Secretary or an
Assistant Secretary shall give to each Shareholder of record notice of such
meeting by mail, [telegraph, cable or radio]. Such notice shall be deemed to
have been given when deposited in the mail or with a telegraph or cable office
or radio station for transmission to the Shareholder at his address appearing on
the books of the Corporation. It shall not be necessary to set forth the
business proposed to be transacted in the notice of any Annual Meeting except
that any proposal to amend the Articles of Incorporation of the Corporation
shall be set forth in such notice. Notice of a Special Meeting shall state the
purpose or purposes for which it is called.
Section 5. QUORUM. At all meetings of the Shareholders (including
meetings of Shareholders of a particular series), the presence in person or by
proxy of Shareholders entitled to cast a majority in number of votes shall be
necessary to constitute a quorum for the transaction of business. In the absence
of a quorum at any meeting, a majority of those Shareholders present in person
or by proxy may adjourn the meeting from time to time to be held at the same
place without further notice than by announcement to be given at the meeting
until a quorum, as above defined, shall be present, whereupon any business may
be transacted which might have been transacted at the meeting originally called
had the same been held at the time so called.
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Section 6. VOTING. At all meetings of Shareholders, each Shareholder
shall be entitled to one vote or fraction thereof for each Share standing in his
name on the books of the Corporation on the date for the determination of
Shareholders entitled to vote at such meeting. On any matter submitted to a vote
of Shareholders, all Shares of the Corporation then issued and outstanding and
entitled to vote shall be voted in the aggregate and not by class except that
(1) when otherwise expressly required by the Maryland General Corporation Law or
the Investment Company Act of 1940, as amended, Shares shall be voted by
individual class; and (2) only Shares of the respective portfolios are entitled
to vote on matters concerning only that portfolio.
Section 7. PROXIES. Any Shareholder entitled to vote at any meeting of
Shareholders may vote either in person or by proxy. The right to vote by proxy
shall exist only if the instrument authorizing such proxy to act shall have been
executed by the Shareholder or by his duly authorized attorney in any manner
permitted by law and dated, but need not be sealed, witnessed or acknowledged.
The placing of a Shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such Shareholder shall be deemed to constitute execution of such proxy by or on
behalf of such Shareholder. Unless a proxy provides otherwise, no proxy which is
dated more than eleven months before the meeting named therein shall be
accepted. All proxies shall be filed with and verified by the Secretary, or an
Assistant Secretary of the Corporation or if the meeting shall so decide, by the
Secretary of the meeting. A proxy with respect to stock held in the name of two
or more persons shall be valid if executed by one of them unless at or prior to
exercise of such proxy the Corporation receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to its
exercise.
Section 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at any meeting of Shareholders may be taken without a
meeting, if a consent in writing, setting forth such action is signed by all the
Shareholders entitled to vote on the subject matter thereof, and such consent is
filed with the records of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. POWERS. The Board of Directors shall have control and
management of the affairs, business and properties of the Corporation. They
shall have and exercise in the name of the Corporation and on behalf of the
Corporation all the rights and privileges legally exercisable by the Corporation
except as otherwise provided by law, the Articles of Incorporation, or these
By-Laws.
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Section 2. NUMBER, QUALIFICATIONS, MANNER OF ELECTION AND TERM OF OFFICE.
The number of directors of the Corporation shall be fixed from time to time by a
majority of the entire Board of Directors but shall be no less than three nor
more than twenty. Directors need not be Shareholders. The Board of Directors may
from time to time by a majority of the entire Board increase or decrease the
number of directors to such number as they deem expedient not to be less than
three nor more than twenty, however, and fill the vacancies so created. The term
of office of a Director shall not be affected by any decrease in the number of
Directors made by the Board pursuant to the foregoing authorization. Until the
first Annual Meeting of Shareholders or until successors are duly elected and
qualify, the Board of Directors shall consist of the persons named as such in
the Articles of Incorporation. The Members of the Board of Directors shall be
elected by the Shareholders at the Annual Meeting of Shareholders. Each Director
shall hold office until the Annual Meeting next held after his election and
until the election and qualification of his successor.
Section 3. PLACE OF MEETING. The Board of Directors may hold its meetings
at such place or places within or without the State of Maryland as the Board may
from time to time determine.
Section 4. ANNUAL MEETINGS. The Board of Directors shall meet for the
election of officers annually in March of each year or at such other time as is
approved by the Board. At such annual meeting, any other proper business within
the power of the Directors may be transacted.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such intervals and on such dates as the Board may from time to
time designate.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at such times and at such places as may be designated at the call of
such meeting. Special meetings shall be called by the Secretary or Assistant
Secretary at the request of the President or any Director.
Section 7. NOTICE. The Secretary or Assistant Secretary shall give, at
least two days before the meeting, notice of each meeting of the Board of
Directors, whether Annual, Regular or Special, to each member of the Board by
mail, telegram or telephone to his last known address. It should not be
necessary to state the purpose or business to be transacted in the notice of any
Annual or Regular meeting. The notice of a Special Meeting shall state the
purpose or purposes for which it is called. Personal attendance at any meeting
by a Director other than to protest the validity of said meeting shall
constitute a waiver of the foregoing requirement of notice.
Section 8. CONDUCT OF MEETINGS AND BUSINESS. The Board of Directors may
adopt such rules and regulations for the conduct of their meetings and the
management of the affairs of the Corporation as they may deem proper and not
inconsistent with applicable law, the Articles of Incorporation of the
Corporation or these By-Laws.
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Section 9. QUORUM. A majority of the total membership of the Board of
Directors shall constitute a quorum at any meeting of the Board of Directors.
The action of a majority of Directors present at any meeting at which a quorum
is present shall be the action of the Board of Directors unless the concurrence
of a greater proportion is required for such action by statute, the Articles of
of Incorporation of the Corporation, or these By-Laws. In the absence of a
quorum at any meeting a majority of the Directors present may adjourn the
meeting from day to day or for such longer periods as they may designate without
notice other than by announcement at the meeting.
Section 10. RESIGNATIONS. Any Director of the Corporation may resign at
any time by mailing or delivering, or transmitting by radio, telegraph or cable,
written notice to the President or to the Secretary of the Corporation. The
resignation of any Director shall take effect at the time specified therein,
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 11. REMOVAL. At any meeting of Shareholders duly called for the
purpose, any Director may by the vote of a majority of all of the Shares
entitled to vote be removed from office. At the same meeting, the vacancy in the
Board of Directors may be filled by the election of a Director to serve for the
remainder of the term and until the election and qualification of his successor.
Section 12. VACANCIES. Except as otherwise provided by the Investment
Company Act of 1940 or other applicable law, any vacancy occurring in the Board
of Directors for any cause other than by reason of an increase in the number of
Directors may be filled by a majority of the remaining members of the Board of
Directors although such majority is less than a quorum and any vacancy occurring
by reason of an increase in the number of Directors may be filled by action of a
majority of the entire Board of Directors; provided, however, that upon the
death, resignation or removal during any consecutive period of twelve months of
more than one-half of the Directors holding office at the beginning of such
period, a Shareholders' Meeting shall be called forthwith for the purpose of
electing an entire new Board, including the vacancies filled pursuant to this
Section of the By-Laws. A Director elected by the Board to fill a vacancy shall
be elected to hold office until the next Annual Meeting of Shareholders or until
his successor is duly elected and qualifies. Notwithstanding the foregoing, the
Shareholders may, at any time during the term of such director elect to fill a
vacancy, elect some other person to fill said vacancy and thereupon the election
by the Board shall be superseded and such election by the Shareholders shall be
deemed a filling of the vacancy and not a removal and may be made at any meeting
called for such purpose.
Section 13. COMPENSATION OF DIRECTORS. The Directors may receive a stated
salary for their services as Directors, and by Resolution of the Board of
Directors a fixed fee and expenses of attendance may be allowed for attendance
at each Meeting. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity, as an Officer,
Agent or otherwise, and receiving compensation therefor.
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Section 14. TELEPHONE PARTICIPATION. Unless otherwise restricted by law,
the Articles of Incorporation of the Corporation or these By-Laws, any member of
the Board of Directors may participate in any meeting of the Board by conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.
Section 15. CONSENTS. Any action required or permitted to be taken at any
Annual, Regular or Special Meeting of the Board of Directors may be taken
without a meeting to the extent allowed by Maryland Corporate law and if a
written consent, setting forth such action, is signed by all members of the
Board and such consent is filed with the minutes of proceedings of the Board.
Section 16. POWER TO DECLARE DIVIDENDS. The Board of Directors is
expressly authorized to determine in accordance with generally accepted
accounting principles and practices what constitutes net profits, earnings,
surplus or net assets in excess of capital, and to determine what accounting
periods shall be used by the Corporation for any purpose, whether annual or any
other period, including daily; to set apart out of any funds of the Corporation
such reserves for such purposes as it shall determine and to abolish the same;
to declare any pay dividends and distributions on any series by means of a
formula or other method of determination, at meetings held less frequently than
the frequency of the effectiveness of such declarations; to establish payment
dates for dividends or any other distributions on any basis, including dates
occurring less frequently than the effectiveness of declarations thereof; and to
provide for the payment of declared dividends on a date earlier or later than
the specified payment date in the case of Shareholders redeeming their entire
ownership of shares.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. The
Board of Directors, by resolution passed by a vote of at least a majority of the
entire Board, may appoint an Executive Committee, which shall consist of two (2)
or more Directors.
Section 2. VACANCIES IN EXECUTIVE COMMITTEE. Vacancies occurring in the
Executive Committee from any cause shall be filled by the Board of Directors at
any Meeting thereof by a vote of the majority of the entire Board.
Section 3. EXECUTIVE COMMITTEE TO REPORT TO BOARD. All action by the
Executive Committee shall be reported to the Board of Directors at its Meeting
next succeeding such action.
Section 4. PROCEDURE OF EXECUTIVE COMMITTEE. The Executive Committee
shall fix its own rules of procedure not inconsistent with these By-Laws or with
any directions of the Board of Directors. It shall meet at such times and places
and upon such notice as shall be
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provided by such rules or by resolution of the Board of Directors. The presence
of a majority shall constitute a quorum for the transaction of business, and in
every case an affirmative vote of a majority of all of the members of the
Committee present shall be necessary for the taking of any action.
Section 5. POWERS OF EXECUTIVE COMMITTEE. During the intervals between
the Meetings of the Board of Directors, the Executive Committee, except as
limited by the By-Laws of the Corporation or by specific directions of the Board
of Directors, shall possess and may exercise all the powers of the Board of
Directors in the management and direction of the business and conduct of the
affairs of the Corporation in such manner as the Executive Committee shall deem
for the best interests of the Corporation, and shall have power to authorize the
Seal of the Corporation to be affixed to all instruments and documents requiring
same. Notwithstanding the foregoing, the Executive Committee shall not have the
power to elect Directors, increase or decrease the number of Directors, elect or
remove any Officer, declare dividends, issue shares or recommend to Shareholders
any action requiring Shareholder approval.
Section 6. OTHER COMMITTEES. From time to time the Board of Directors may
appoint any other Committee or Committees for any purpose or purposes to the
extent lawful, which shall have such powers as shall be specified in the
resolution of appointment.
Section 7. COMPENSATION. The members of any duly appointed Committee
shall receive such compensation and/or fees as from time to time may be fixed
by the Board of Directors.
Section 8. INFORMAL ACTION BY EXECUTIVE COMMITTEE OR OTHER COMMITTEES.
Any action required or permitted to be taken at any meeting of the Executive
Committee or any other duly appointed Committee may be taken without a meeting
if written consent to such action is signed by all Members of such Committee and
such written consent is filed with the minutes of the proceedings of such
Committee.
ARTICLE IV
OFFICERS
Section 1. GENERAL PROVISIONS. The Officers of the Corporation shall be
the President, one or more Vice Presidents, a Treasurer and a Secretary. The
Board of Directors shall elect or appoint such other Officers or agents as the
business of the Corporation may require including one or more Assistant Vice
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. The same person may hold any two offices except those of President
and Vice President.
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Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Officers
shall be elected annually by the Board of Directors at its Annual Meeting
following the Annual Meeting of Shareholders, if an Annual Meeting of
Shareholders is held. Each Officer shall hold office until the Annual Meeting in
the next year and until the election and qualification of his successor. Any
vacancy in any of the offices may be filled for the unexpired portion of the
term by the Board of Directors at any Regular or Special Meeting of the Board.
The Board of Directors may elect or appoint additional Officers or agents at any
Regular or Special Meeting of the Board.
Section 3. REMOVAL. Any Officer elected by the Board of Directors may be
removed with or without cause at any time upon a vote of the majority of the
entire Board of Directors. Any other employee of the Corporation may be removed
or dismissed at any time by the President.
Section 4. RESIGNATIONS. Any Officer may resign at any time by giving
written notice to the Board of Directors. Any such resignation shall take effect
at the date of receipt of each notice or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any Office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such Office.
Section 6. PRESIDENT. The President shall be the chief executive officer
of the Corporation. He shall, unless other provisions are made therefor by the
Board or Executive Committee, employ and define the duties of all employees of
the Corporation, shall have the power to discharge any such employees, shall
exercise general supervision over the affairs of the Corporation and shall
perform such other duties as may be assigned to him from time to time by the
Board of Directors. In the absence of the President, an Officer or Director
appointed by the President shall preside at all meetings of Shareholders.
Section 7. VICE PRESIDENT. The Vice President (or if more than one, the
senior Vice President) in the absence of the President shall perform all duties
and may exercise any of the powers of the President subject to the control of
the Board. Each Vice President shall perform such other duties as may be
assigned to him from time to time by the Board of Directors, the Executive
Committee, or the President.
Section 8. SECRETARY. The Secretary shall keep or cause to be kept in
books provided for the purpose the Minutes of the Meetings of the Shareholders,
and of the Board of Directors; shall see that all Notices are duly given in
accordance with the provisions of these By-Laws and as required by Law; shall be
custodian of the records and of the Seal of the Corporation and see that the
Seal is affixed to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized; shall keep directly or through a
transfer agent a register of the post office address of each Shareholder, and
make all proper changes in such register, retaining and filing his authority for
such entries; shall see that the books, reports, statements, certificates
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and all other documents and records required by law are properly kept and filed;
and in general shall perform all duties incident to the Office of Secretary and
such other duties as may, from time to time, be assigned to him by the Board of
Directors, the Executive Committee, or the President.
Section 9. TREASURER. The Treasurer shall have supervision of the custody
of the funds and securities of the Corporation, subject to the Articles of
Incorporation of the Corporation and applicable law. He shall submit to the
Annual Meeting of Shareholders a statement of the financial condition of the
Corporation and whenever required by the Board of Directors shall make and
render a statement of the accounts of the Corporation and such other statements
as may be required. He shall cause to be kept in books of the Corporation a full
and accurate account of all moneys received and paid out for the account of the
Corporation. He shall perform such other duties as may be from time to time
assigned to him by the Board of Directors, the Executive Committee, or the
President.
Section 10. ASSISTANT VICE PRESIDENT. The Assistant Vice President or
Vice Presidents of the Corporation shall have such authority and perform such
duties as may be assigned to them by the Board of Directors, the Executive
Committee, or the President of the Corporation.
Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretary or Secretaries and the Assistant Treasurer or Treasurers shall perform
the duties of the Secretary and of the Treasurer respectively, in the absence of
those Officers and shall have such further powers and perform such other duties
as may be assigned to them respectively by the Board of Directors or by the
Executive Committee or by the President.
Section 12. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors. No Officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 1. REGISTER OF SHARES. A register of shares shall be kept at the
principal office of the Corporation or of any transfer agent duly appointed by
the Board of Directors which shall contain the names and addresses of all the
shareholders, the number of shares held by them and a record of all transfers
thereof. Fractional shares may be issued. Share certificates will not be issued.
Section 2. TRANSFER OF SHARES. Shares shall be transferable on the books
of the Corporation by request of the holder thereof in person or by duly
authorized attorney.
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Section 3. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. The
Board of Directors may fix in advance a date as the record date for the purpose
of determining Shareholders entitled to notice of or to vote at any Meeting of
Shareholders or Shareholders entitled to receive payment of any dividend or the
allotment of any other rights. Such date, in any case, shall not be prior to the
close of business on the day the record date is fixed and shall be not more than
90 days and, in the case of a Meeting of Shareholders, not less than ten days,
before the date on which the meeting or particular action requiring such
determination of Shareholders of record is to be held or taken. In lieu of
fixing a record date, the Board of Directors may provide that the share transfer
books shall be closed for a stated period but not longer than 20 days. If the
share transfer books are closed for the purpose of determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders, such books shall
be closed for at least 10 days before the date of such meeting. If no record
date is fixed and the share transfer books are not closed for the determination
of Shareholders: (a) the record date for the determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be at the
close of business on the day on which the notice of meeting is mailed or the
30th day before the meeting, whichever is the closer date to the meeting; and
(b) the record date for determining Shareholders entitled to receive payments of
a dividend or an allotment of any rights is the close of business on the day on
which the resolution of the Board of Directors declaring the dividend or
allotment of rights is adopted, but the payment or allotment may not be made
more than 60 days after the date on which the resolution is adopted.
Section 4. TRANSFER AGENT; REGULATIONS. The Board of Directors shall have
power and authority to make all such rules and regulations as they may deem
expedient concerning the issuance and transfer of shares and may appoint a
Transfer Agent for that purpose.
ARTICLE VI
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. AGREEMENTS, ETC. The Board of Directors or the Executive
Committee may authorize any Officer or Officers, or Agent or Agents of the
Corporation to enter into any Agreement or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances; and, unless so authorized by the Board of
Directors or by the Executive Committee or by these By-Laws, no Officer, Agent
or Employee shall have any power or authority to bind the Corporation by any
Agreement or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or to any amount.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, or orders for the
payment of money, notes and other evidences of indebtedness shall be signed by
such Officer or Officers, Employee or Employees, or Agent or Agents as shall be
from time to time designated by the Board of Directors or the Executive
Committee, or as may be specified in or pursuant to the
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agreement between the Corporation and the Bank or Trust Company appointed as
custodian, pursuant to the provisions of the Articles of Incorporation of the
Corporation.
Section 3. ENDORSEMENTS, ASSIGNMENTS AND TRANSFER OF SECURITIES. All
endorsements, assignments, stock powers or other instruments of transfer of
securities standing in the name of the Corporation or its nominee or directions
for the transfer of securities belonging to the Corporation shall be made by
such Officer or Officers, Employee or Employees, or Agent or Agents as may be
authorized by the Board of Directors or the Executive Committee.
Section 4. EVIDENCE OF AUTHORITY. Anyone dealing with the Corporation
shall be fully justified in relying on a copy of a resolution of the Board of
Directors or of any Committee thereof empowered to act in the premises which is
certified as true by the Secretary or an Assistant Secretary under the Seal of
the Corporation.
Section 5. DESIGNATION OF A CUSTODIAN. The Corporation shall place and at
all times maintain in the custody of a Custodian all funds, securities and
similar investments owned by the Corporation, with the exception of securities
loaned under a properly authorized Securities Loan Agreement. The Custodian
shall be a bank having not less than $2,000,000 aggregate capital, surplus and
undivided profits and shall be appointed from time to time by the Board of
Directors, which shall fix its remuneration.
Section 6. ACTION UPON TERMINATION OF A CUSTODIAN AGREEMENT. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Board of Directors shall promptly appoint a successor custodian,
but in the event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors shall call as
promptly as possible a Special Meeting of the Shareholders to determine whether
the Corporation shall function without a custodian or shall be liquidated. If so
directed by vote of the holders of a majority of the outstanding Shares, the
Custodian shall deliver and pay over all property of the Corporation held by it
as specified in such vote.
Section 7. WHEN TO DETERMINE NET ASSET VALUE. The net asset value per
Share of the outstanding Shares shall be determined at such times as the Board
of Directors shall prescribe, provided that such net asset value shall be
determined at least weekly.
ARTICLE VII
BOOKS AND RECORDS
Section 1. LOCATION. The books and records of the Corporation, including
the Stock ledger or ledgers, may be kept in or outside the State of Maryland at
such office or agency of the Corporation as may be from time to time determined
by the Board of Directors.
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ARTICLE VIII
MISCELLANEOUS
Section 1. SEAL. The Seal of the Corporation shall be a disk inscribed
with the words AETNA SERIES FUND, INC.
Section 2. WAIVER OF NOTICE. Whenever under the provisions of these
By-Laws or of any law, the Shareholders or Directors or Members of the Executive
Committee or other Committee are authorized to hold any meeting after notice or
after the lapse of any prescribed period of time, such meeting may be held
without notice or without such lapse of time by the written waiver of notice
signed by every person entitled to notice, or if every person entitled to notice
shall be present at such meeting.
ARTICLE IX
AMENDMENTS
Section 1. The Board of Directors shall have the power, at any Regular or
Special Meeting, if notice thereof be included in the notice of such Special
Meeting, to alter, amend or repeal any By-Laws of the Corporation and to make
new By-Laws.
Section 2. The Shareholders shall have the power, at any Annual Meeting
or at any Special Meeting if notice thereof be included in the notice of such
Special Meeting, to alter, amend or repeal any By-Laws of the Corporation or to
make new By-Laws.
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